Salvatore J. Zizza
About Salvatore J. Zizza
Salvatore J. Zizza (born 1945) has served as an Independent Director of The Gabelli Multimedia Trust Inc. (GGT) since 1994, reflecting over three decades of board tenure; he is President of Zizza & Associates Corp. and has held senior operating roles including President, CEO, and CFO at a large NYSE-listed construction company . He holds a B.S. and MBA in Finance from St. John’s University and was awarded an Honorary Doctorate in Commercial Sciences, positioning him as financially literate for audit oversight responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYSE-listed construction company (not named) | President, CEO, CFO | Not disclosed | Senior operating oversight; finance and controls |
| Zizza & Associates Corp. | President | Ongoing | Private holding company investing across industries |
| BAM (semiconductor and aerospace manufacturing) | Chairman (Retired) | Not disclosed | Board leadership in manufacturing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trans-Lux Corporation | Director & Chairman | Current | Board leadership (business services) |
| Harbor Diversified Inc. | Director & Chairman | 2009–2018 | Oversight in pharmaceuticals |
| Bion Environmental Technologies, Inc. | Director | Not disclosed | Environmental technology governance |
| Gabelli International Ltd. | Independent Director | Current | Affiliated fund complex directorship; potential interlock with Adviser affiliates |
| Gabelli Fund Complex | Oversees 35 portfolios | Current | Multi-fund responsibilities across the complex |
Board Governance
- Independence: Classified as an Independent Director under the Investment Company Act of 1940; the Board noted possible exceptions disclosed in proxy but affirmed independence as of December 31, 2024 .
- Committees: Member—Audit; Nominating; ad hoc Pricing; multi-fund ad hoc Compensation Committees (CCO and closed-end fund officer compensation) .
- Audit Committee: Three independent directors (Birch—Chair; Roeder; Zizza); each financially literate; Audit Committee met 2 times in FY2024 .
- Nominating Committee: Two independent directors (Fahrenkopf—Chair; Zizza); met 2 times in FY2024; oversees director candidate identification and independence/conflict assessments .
- Attendance: The Board met 4 times in FY2024; each director attended at least 75% of Board and applicable committee meetings .
- Engagement at Annual Meetings: Directors and nominees were not expected to attend; no director or nominee attended the May 13, 2024 annual meeting .
- Lead Independent Director: James P. Conn (not Zizza), presides over executive sessions and liaison duties .
- Executive Sessions: Independent directors meet regularly in executive session; they chair all board committees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Director) | $6,000 | Paid by GGT |
| Board meeting fee | $500 per meeting | 4 Board meetings in FY2024 |
| Committee meeting fee | $1,000 per meeting | Applies to Audit and Nominating participation |
| Audit Committee Chair fee | $3,000 | Chair is John Birch; Zizza is a member |
| Nominating Committee Chair fee | $2,000 | Chair is Frank J. Fahrenkopf, Jr. |
| Lead Independent Director fee | $2,000 | Role held by Conn |
| Aggregate compensation from GGT (FY2024) | $10,500 | Zizza’s FY2024 amount from GGT |
| Aggregate compensation from Fund Complex (FY2024) | $317,137 | For 35 funds/portfolios in complex |
Performance Compensation
- Equity awards (RSUs/PSUs), options, performance metrics, vesting schedules: Not disclosed for directors; GGT uses cash retainers and meeting-based fees for Independent Directors .
- Clawbacks, change-of-control, severance, tax gross-ups, deferred compensation: Not disclosed for directors in proxy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Affiliated entities | Independent director of Gabelli International Ltd.; may be deemed under common control with Adviser affiliates (possible interlock) |
| Fund complex roles | Oversees 35 portfolios within the Gabelli Fund Complex; significant multi-board footprint |
| External public boards | Trans-Lux (Chair), Harbor Diversified (Chair, 2009–2018), Bion Environmental (Director) |
Expertise & Qualifications
- Finance and operations: MBA in Finance; served as President/CEO/CFO at a large NYSE-listed construction company; President of private holding company—supports financial literacy designation and committee work .
- Industry breadth: Leadership across manufacturing, recycling, real estate, technology, and pharmaceuticals—useful for broad risk oversight in a multimedia-focused closed-end fund .
- Board service depth: Multi-fund governance within Gabelli Fund Complex; experience on audit and nominating processes .
Equity Ownership
| Security | Quantity | Ownership % | Notes |
|---|---|---|---|
| GGT Common Stock | 11,037 shares | <1% | Beneficial ownership as of Dec 31, 2024 |
| Series E Preferred (spouse) | 900 shares | <1% | Owned by spouse; noted in proxy |
| Dollar range in GGT | D ($50,001–$100,000) | — | Proxy dollar-range classification |
| Aggregate dollar range in Fund Complex | E (Over $100,000) | — | Proxy dollar-range classification |
| Interests in Adviser-affiliated vehicles | $2,704,106 LP interests (Gabelli Associates Fund; 1.50%); $378,064 LP interests (Gabelli Performance Partnership L.P.; <1%) | — | As of Dec 31, 2024 |
Governance Assessment
-
Strengths
- Deep tenure (since 1994) and finance/operator background support committee contributions; financially literate with service on Audit and Nominating .
- Independent director status and regular executive sessions bolster oversight; all committees chaired by independent directors .
- Attendance threshold met (≥75%) across Board and relevant committees in FY2024 .
-
Potential conflicts and workload considerations
- Affiliated interlocks: Independent director of Gabelli International Ltd. and material LP interests in Gabelli-associated funds may present perceived conflicts; however, the Board discloses and monitors such relationships .
- Multi-board commitments: Oversees 35 portfolios in the complex, which may constrain individual fund engagement; compensation from the complex ($317,137 in FY2024) materially exceeds single-fund compensation ($10,500), aligning incentives to fund-complex service breadth vs. GGT-specific focus .
-
RED FLAGS
- SEC settlement: On Sept 9, 2015, settled an SEC inquiry (without admitting/denying) related to false statements/omissions to company accountants about a related-party transaction; paid $150,000 and agreed to cease and desist—Board determined it does not disqualify him from serving as an Independent Director .
- Annual meeting engagement: No directors or nominees attended the May 13, 2024 annual meeting; the Fund states directors are not expected to attend—investors may view this as a weaker shareholder engagement signal .
-
Compensation and alignment signals
- Director pay is fixed retainer plus meeting fees with no performance-based equity; alignment relies on personal share ownership and reputational capital; Zizza’s GGT holdings are in the D dollar range with <1% ownership—limited “skin-in-the-game” at the single-fund level .
- Committee workload reflected in meeting fees; Audit and Nominating each met twice in FY2024 .
-
Overall implication
- Zizza brings seasoned finance and operating expertise and sustained governance continuity, but interlocks/affiliated financial interests and the 2015 SEC settlement warrant ongoing monitoring for conflicts and investor confidence impact .